NIIT TECHNOLOGIES LTD. CANADA. Balance Sheet as at 31st March Notes As at As at PARTICULARS 31st March st March 2011

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1 Balance Sheet as at 31st March 2012 I Notes As at As at PARTICULARS 31st March st March 2011 EQUITY AND LIABILITIES 1 Shareholders funds Share capital 3 1,940, ,940,600 Reserves and surplus 4 4,029, ,872,673 2 Non-current liabilities 3 Current liabilities Trade Payables 5 261, ,706 TOTAL 6,231, ,560,979 II ASSETS 1 Non-current assets Fixed assets Tangible assets - - Intangible assets Capital work-in-progress - - Intangible assets under development Long-term loans and advances - - Trade Receivables Current assets Cash and bank balances 8 3,843, ,969,602 Short-term loans and advances 6 120, ,578 Trade receivables 7 2,268, ,285,799 TOTAL 6,231, ,560,979 The accompanying notes referred to above form an integral part of the Balance Sheet This is the Balance Sheet referred to in our report of even date For and on behalf of the Board Rohit Kohli Arvind Thakur Lalit Kumar Dhingra Partner Director Director Membership No For and on behalf of Ghosh Khanna & Co Place : New Delhi Place : Atlanta USA Firm Registration No N Date : Date : Chartered Accountants Place: New Delhi Date:

2 Statement of Profit & Loss for the year ended 31st March 2012 Notes PARTICULARS 31st March st March 2011 INCOME I. Revenue from Operations 9 14,850,905 22,907,643 II. Other Income 10 97,299 - III. Total Revenue (I + II) 14,948,204 22,907,643 IV. EXPENDITURE Production, Development and Execution 11-2,867,234 Employee Benefits Expense 12 13,127,203 17,425,807 Other Expenses ,794 1,447,253 Total Expenses 14,076,997 21,740,294 V Profit before tax (III- IV) 871,207 1,167,349 VI Tax expense: Current tax 286, ,050 VII Profit (Loss) for the year 584, ,299 The accompanying notes referred to above form an integral part of the Profit and Loss Statement This is the Profit and Loss Statement referred to in our report of even date For and on behalf of the Board Rohit Kohli Arvind Thakur Lalit Kumar Dhingra Partner Director Director Membership No For and on behalf of Ghosh Khanna & Co Place : New Delhi Place : Atlanta USA Firm Registration No N Date : Date : Chartered Accountants Place: New Delhi Date:

3 As at As at 3 SHARE CAPITAL 31st March st March 2011 Authorised 10 Equity Shares of US$.5000/- each 1,940,600 1,940,600 (Previous year 10 Equity Shares of US$. 5000/- each) 1,940,600 1,940,600 Issued 10 Equity Shares of US$.5000/- each 1,940,600 1,940,600 (Previous year 10 Equity Shares of US$. 5000/- each) 1,940,600 1,940,600 Subscribed and fully paid 10 Equity Shares of US$.5000/- each 1,940,600 1,940,600 (Previous year 10 Equity Shares of US$. 5000/- each) 1,940,600 1,940, Reconciliation of the number of shares outstanding 31st March st March 2011 No. of shares Value No. of shares Value Equity Shares Shares outstanding at the beginning of the year 10 1,940, ,940,600 Shares Issued during the year Shares bought back during the year Shares outstanding at the end of the year 10 1,940, ,940, Shares in respect of each class in the coampany held by Name of the company Class of shares As at As at Equity/ Preference 31st March st March 2011 No. of shares No. of shares Holding company NIIT Technologies Ltd. India Equity Ultimate holding company Subsidiaries of holding company; Subsidiaries of ultimate holding company; Associates of holding company Associates of ultimate holding company

4 As at As at 4 RESERVES AND SURPLUS 31st March st March 2011 Profit & Loss Account Balance Brought Forward from Previous year 1,943,474 1,123,175 Add : Current Year Profit / (Loss) attributable to Share Holders 584, ,299 Less:- Proposed Dividend on Equity Shares - - Corporate Dividend Tax - - Transferred to General Reserve - - Transferred to/ (from) Debenture Redemption Reserve - - Share in Corporate Dividend Tax of Associates - 2,527,690-1,943,474 Currency translation reserve As per Last Balance Sheet 929,199 - Add : Currency Translation Reserve of Associates - - Increase/ (Decrease) during the year on translation of balances 572,675 1,501, , ,199 4,029,564 2,872,673

5 Non Current Current 5 Trade Payables As at As at As at As at 31st March st March st March st March Due to Micro Enterprises and Small Enterprises Due to Others , , , ,706

6 Long Term Short Term As at As at As at As at 6 LOANS AND ADVANCES 31st March st March st March st March 2011 Advances recoverable in cash or in kind (refer note below) Unsecured, considered good - - 4, ,638 Unsecured, considered doubtful - - Less: Provision for doubtful advances (A) - - 4, ,638 Advance Tax 394, ,848 Less : Provision for Tax (278,964) (372,908) ,925 (28,060) (B) ,925-28,060 Total (A+B) , ,578

7 Non Current Current 7 Trade Receivables As at As at As at As at 31st March st March st March st March 2011 Trade receivables outstanding for a period exceeding six a) months from the date they are due for payment Unsecured, considered good - - 2,268,460 3,285,799 Unsecured, considered doubtful Less: Provision for doubtful debts ,268,460 3,285,799 b) Other Trade Receivables Unsecured, considered good - - Unsecured, considered doubtful Less: Provision for doubtful debts ,268,460 3,285,799

8 Non Current Current 8 Cash and Bank Balances As at As at As at As at 31st March st March st March st March 2011 Cash and cash equivalents: Balance with banks Current Accounts 3,843,135 1,969,602 Bank deposits with original maturity of 3 months or less - - Cash on hand - - Cheques, drafts on hand - - 3,843,135 1,969, ,843,135 1,969,602

9 9 Revenue from Operations 31st March st March 2011 Sale of Services 14,850,905 22,907,643 14,850,905 22,907, Other Income 31st March st March 2011 Gain on foreign currency translation and transaction (net) 47,629 - Other non-operating income (net of expenses) 49,670-97, Production, Development and Bought Out Packages 31st March st March 2011 Professional Services Expenses for Production - 2,867,234-2,867,234

10 12 Employee Benefits Expenses 31st March st March 2011 Salaries and Benefits 12,327,546 16,476,361 Contribution to Provident and Other Funds 795, ,207 Welfare and Other expenses 4,193 34,239 13,127,203 17,425,807

11 13 Other Expenses 31st March st March 2011 Rates and Taxes 315, ,372 Communication 7,855 4,503 Legal and Professional 491, ,491 Traveling and Conveyance 122, ,173 - Others - 16,390 Loss on foreign currency translation and transaction (net) - 534,575 Bank Charges 10,927 14,254 Other Marketing Expenses 1,262 24, ,794 1,447, Payment to Auditors 31st March st March 2011 Audit fee 1,500 1,500 1,500 1,500

NIIT Technologies Inc., USA. Cash flow statement for the Year ended 31st March 2010

NIIT Technologies Inc., USA. Cash flow statement for the Year ended 31st March 2010 Year ended Year ended 31st March 2010 31st March 2009 US$ US$ A. Cash flow from operating activities: Net profit before tax (9,988,980) #REF! Adjustments for: Depreciation and Amoritsation 4,317 33,461